| 2023-08-24 |
详情>>
股本变动：
变动后总股本363.44万股
|
| 2023-08-14 |
详情>>
业绩披露：
2023年中报每股收益-0.01美元,归母净利润-727.7万美元,同比去年增长67.32%
|
| 2023-07-05 |
股东大会：
将于2023-08-24召开股东大会
会议内容 ▼▲
- 1.To approve the re-election of Professor Avner Rotman to the board of directors, to serve until the third annual meeting after the Meeting.
2.To approve the re-election of Samuel Moed to the board of directors, to serve until the third annual meeting after the Meeting.
3.To approve a change of the Company’s name to “Scinai Immunotherapeutics Ltd.” or such other name that contains the word “Scinai” as the management of the Company shall determine and as shall be approved by the Israel Registrar of Companies and to amend the Company’s Articles of Association accordingly.
4.To approve an amendment to the Company’s Articles of Association to provide that the Company is required to appoint external directors under the Israel Companies Law, 5759-1999 (“Companies Law”) only to the extent required by the Companies Law and the regulations thereunder.
5.To approve amendments to the annual cash compensation paid to our independent directors.
6.To approve the cancellation of options to purchase ADSs previously granted to our non-executive directors and the grant to our non-executive directors replacement options to purchase ADSs.
7.To approve a new grant of options to purchase ADSs to our non-executive directors.
8.To approve a grant of 78,125 restricted share units to Amir Reichman, Chief Executive Officer of the Company, as Mr. Reichman’s long-term incentive grant award for 2022.
9.To approve a cash bonus for 2022 for Mark Germain, Chairman of the Board of Directors.
10.To approve amendments to the Company’s Compensation Policy for Executive Officers and Directors.
11.To approve and ratify the appointment of Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s auditors, as the Company’s auditors for the year 2023 and for an additional period until the next annual meeting.
|
| 2023-04-17 |
详情>>
业绩披露：
2022年年报每股收益-0.01美元,归母净利润-579.6万美元,同比去年增长85.50%
|
| 2023-01-06 |
复牌提示：
2023-01-06 09:49:33 停牌，复牌日期 2023-01-06 09:54:33
|
| 2022-11-30 |
详情>>
业绩披露：
2022年三季报(累计)每股收益-0.02美元,归母净利润-1852.1万美元,同比去年增长36.63%
|
| 2022-11-25 |
详情>>
拆分方案：
每10.0000合并分成1.0000股
|
| 2022-11-04 |
股东大会：
将于2022-12-13召开股东大会
会议内容 ▼▲
- 1.To approve the re-election of Ms. Yael Margolin and Mr. Adi Raviv as external directors, to serve for a period of three years, subject to, and in accordance with, the Israeli Companies Law 5759-1999.
2.To approve an amendment to the Company’s Articles of Association to revise the quorum requirements for general meeting of shareholders.
3.To approve an amendment to the Company’s Articles of Association to increase the authorized share capital of the Company.
4.To approve compensation to directors for their service as chairpersons of committees of the Board of Directors.
|
| 2022-08-25 |
详情>>
业绩披露：
2022年中报每股收益-0.03美元,归母净利润-2226.8万美元,同比去年增长-10.35%
|
| 2022-06-03 |
详情>>
业绩披露：
2022年一季报每股收益-0.02美元,归母净利润-941.6万美元,同比去年增长-15.03%
|
| 2022-04-04 |
股东大会：
将于2022-05-16召开股东大会
会议内容 ▼▲
- 1.To approve the re-election of Mark Germain and Dr. George Lowell to the board of directors, to serve until the third annual meeting after the Meeting.
2.To approve a 2021 cash bonus for Amir Reichman, Chief Executive Officer of the Company.
3.To approve a 2021 cash bonus for Uri Ben-Or, Chief Financial Officer of the Company, Elad Mark, Chief Operating Officer of the Company, and Dr. Tamar Ben-Yedidya, Chief Scientific Officer of the Company.
4.To approve a one-time payment to Mark Germain, chairman of the board of directors, for special recent efforts on behalf of the Company.
5.To approve a 2022 cash bonus plan for Mr. Reichman, based on the achievement of certain milestones.
6.To approve certain amendments to the Company’s service agreement with Mr. Germain.
7.To approve and ratify the appointment of Kost Forer Gabbay & Kasierer, certified public accountants in Israel and a member of Ernst & Young Global, as the Company’s auditors for the year 2022 and for an additional period until the next annual meeting.
|
| 2022-03-28 |
详情>>
业绩披露：
2021年年报每股收益-0.07美元,归母净利润-3997.8万美元,同比去年增长-797.37%
|
| 2022-03-28 |
详情>>
业绩披露：
2020年年报每股收益-0.01美元,归母净利润-445.5万美元,同比去年增长95.92%
|
| 2021-12-02 |
详情>>
业绩披露：
2021年三季报(累计)每股收益-0.05美元,归母净利润-2922.5万美元,同比去年增长-403.1%
|
| 2021-11-12 |
股东大会：
将于2021-12-27召开股东大会
会议内容 ▼▲
- 1.To approve and ratify the appointment of Kost Forer Gabbay & Kasierer, certified public accountants in Israel and a member of Ernst & Young Global, as the Company’s auditors for the year 2021 and for an additional period until the next Annual General Meeting;
2.To approve the re-election of Dr. Morris Laster and Mr. Amir Reichman and the election of Jay Green to the Board of Directors of the Company (the “Board of Directors”), each until the third annual meeting held after the date of their appointment;
3.To approve the adoption of a new Company Compensation Policy.
|
| 2021-09-06 |
温馨提示：
美股因劳工节，9月6日休市一天
|
| 2021-08-26 |
详情>>
业绩披露：
2021年中报每股收益-0.04美元,归母净利润-2017.9万美元,同比去年增长56.77%
|
| 2021-03-04 |
股东大会：
将于2021-04-06召开股东大会
会议内容 ▼▲
- 1.To approve the terms of office of the Company’s Chief Executive Officer, Mr. Amir Reichman;
2.To approve a change in the terms of compensation for Prof. Avner Rotman, Mr. Adi Raviv, Prof. George H. Lowell, Dr. Morris Laster, Dr. Yael Margolin and Mr. Samuel Moed, directors of the Company;
3.To approve the grant of options to Mr. Mark Germain, chairman of the board of directors, and Prof. Avner Rotman, Mr. Adi Raviv, Prof. George H. Lowell, Dr. Morris Laster and Dr. Yael Margolin, directors of the Company, to purchase American Depositary Shares, or ADSs, of the Company;
4.To approve amendments to the terms of options previously granted to Mr. Samuel Moed, a director of the Company;
5.To approve amendments to the terms of options previously granted to Mr. Mark Germain, chairman of the board of directors, and Prof. Avner Rotman, Mr. Adi Raviv, Prof. George H. Lowell, Dr. Morris Laster and Dr. Yael Margolin, directors of the Company;
6.To approve a one-time payment to certain directors of the Company, including Mr. Mark Germain, chairman of the board of directors, for special recent efforts on behalf of the Company;
7.To approve an amendment to the Company’s articles of association to increase the registered share capital of the Company.
|
| 2020-07-28 |
股东大会：
将于2020-09-02召开股东大会
会议内容 ▼▲
- 1.To approve and ratify the appointment of Kost Forer Gabbay & Kasierer, certified public accountants in Israel and a member of Ernst & Young Global, as the Company’s auditors for the year 2020 and for an additional period until the next Annual General Meeting;
2.To approve the re-election of Prof. Avner Rotman and Mr. Samuel Moed to the Board of Directors of the Company (the “Board of Directors”), each until the third annual meeting held after the date of their appointment;
3.To approve amendments to the Company’s Compensation Policy;
4.To approve the grant of an annual bonus for the year 2019 for Dr. Ron Babecoff, the CEO and a director of the Company, previously approved by the Board of Directors primarily based on the achievement of milestones;
5.To approve a plan for an annual cash bonus for the year 2020 for Dr. Ron Babecoff, the CEO and a director of the Company, based on the achievement of milestones;
6.To approve grant of options to purchase 82,000 American Depositary Shares (“ADSs”) of the Company to Mr. Samuel Moed, a director of the Company, for additional services related to strategic planning and subject to a vesting schedule;
7.To approve the grant of 5,000 restricted share units to Ms. Michal Marom Brikman, a former director of the Company;
8.To approve the acceleration of vesting of options to purchase 6,000 ADSs held by Dr. Ruth Ben Yakar upon expiration of her term of service as a director;
9.To approve an extension of the expiration date of options to purchase a total of 9,750 ADSs that were previously granted to the certain officers of the Company;
10.To approve a change in the terms of the compensation of each of our external directors and non-management directors;
11.To approve an amendment to the Company’s articles of association to increase the registered share capital of the Company.
|
| 2020-02-25 |
股东大会：
将于2020-03-24召开股东大会
会议内容 ▼▲
- 1.To approve and ratify the appointment of Kost Forer Gabbay & Kasierer, certified public accountants in Israel and a member of Ernst & Young Global, as the Company’s auditors for the year 2019 and for an additional period until the next Annual General Meeting; and to inform the shareholders of the aggregate compensation paid to the auditors for the years ended December 31, 2018 and 2019;
2.To approve the election of each of Dr. Yael Margolin and Mr. Samuel Moed as an external director of the Company, each for a three-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999, (the “Companies Law”);
3.To approve the election of Mr. Adi Raviv and the re-election of Prof. Avner Rotman to the Board of Directors of the Company (the “Board of Directors”) until the first annual meeting held after the date of their appointment;
4.To approve the re-election of Mr. Mark Germain, Dr. Ron Babecoff and Prof. George Lowell to the Board of Directors, each until the third annual meeting held after the date of their appointment, and to approve the grant of an indemnification and exculpation agreement letter to Dr. Ron Babecoff, under the same terms and conditions as granted to each of the Company’s officers and directors;
5.To approve amendments to the Company’s Articles of Association to simplify the existing staggered Board of Directors structure;
6.To approve the compensation of each of our external directors and non-management directors, in accordance with the requirements of the Companies Law;
7.To approve grants of options to purchase American Depositary Shares (“ADSs”) of the Company to Dr. Yael Margolin and Mr. Samuel Moed, external directors of the Company, and to Prof. Avner Rotman and to Mr. Adi Raviv, independent directors of the Company;
8.To re-approve the grant of options to purchase ADSs of the Company to Mr. Mark Germain, chairman of the Board of Directors;
9.To approve an amendment to the Company's Compensation Policy to increase the maximum annual premium payable for directors and officers liability insurance.
|
| 2019-04-23 |
股东大会：
将于2019-05-28召开股东大会
会议内容 ▼▲
- 1.To permit, in connection with participation in the Rights Offering by AIHT and the exercise of the Option by Angels, in such proportion as they, in their sole discretion may determine, Angels to hold shares of the Company which constitute more than
a.25% of the voting rights in the general meeting of the shareholders of the Company (where no other person or entity holds 25% or more of the voting rights) and thus may become a Controlling Shareholder (as defined under the Israel Companies Law) of the Company, in accordance with section 328(b)(1) of the Israeli Companies Law; or, in the alternative to 1a above,
b.45% of the voting rights in the general meeting of the shareholders of the Company (where no other person or entity holds 45% or more of the voting rights) and thus may become a Controlling Shareholder (as defined under the Israel Companies Law) of the Company, in accordance with section 328(b)(1) of the Israeli Companies Law The Company does not intend to request an additional resolution by the general meeting of the Company in connection with Angels becoming the holder of or more than 25% or 45% of the voting rights of the Company.
2.To approve extension and amendment to the Company’ Compensation Policy for Officers of the Company (the “Compensation Policy” or the “Policy”), which would be valid for a period of 3 years from the date of expiration of the previous Compensation Policy that is March 1, 2018, as described in the amended Compensation Policy, a copy of which is attached hereto as Appendix A.
3.To approve the extension of the management service agreement between the Company and Dr. Babecoff, the CEO and director of the Company, for additional five (5) years, and to approve new compensation terms, as follows: (1) Dr. Babecoff shall be entitled to a 2% salary raise each year for 5 years; (2) the grant of 8,633,310 restricted share units, or RSUs, represented by 215,832 American Depositary Shares (“ADSs”, each ADS represents 40 ordinary shares no par value) representing 3.3% of the current outstanding share capital of the Company (2.48% on a fully diluted basis), in lieu of his forfeiture of 5,929,503 options previously granted to Dr. Babecoff; (3) the grant of a onetime bonus equal to 12 monthly salaries in an aggregate amount of NIS 960,000, in recognition of Dr. Babecoff’s recent extraordinary achievements and performance; (4) the grant of an annual bonus for the year of 2018, in an amount equal to up to 9 monthly salaries of Dr. Babecoff, subject to the fulfillment of annual targets as determined by the board of directors (the “Board”) and as described in the proxy statement. A copy of the proposed agreement with Dr. Babecoff is attached hereto as Appendix B.
4.To grant Prof. Avner Rotman, Chairman of the Board, a onetime bonus in an amount of NIS 150,000, in recognition of his significant contribution in locating a vice chairman of the Board and for his many years of devoted and loyal service as the Chairman of the Board of the Company.
5.To grant each of the following members of the Board: Ms. Michal Marom Brikman, Mr. George H. Lowell, Dr. Morris Laster, Dr. Ruth Ben Yakar and Mr. Isaac Devash, as well as to Professor Ruth Arnon, a member of our scientific advisory team, options under the Company’s ESOP exercisable to purchase up to 18,000 Company’s ADSs, each representing 0.28% of the current outstanding share capital of the Company (0.21% on a fully diluted basis).
6.To grant Dr. Tamar Ben Yedidia, Company’s Chief Scientist, a onetime bonus equal to one monthly salary in an amount of NIS 39,700 and options under the Company’s ESOP exercisable to purchase up to 11,000 ADSs, representing 0.17% of the current outstanding share capital of the Company (0.13% on a fully diluted basis).
7.To grant CPA Uri Ben Or, the Company’s CFO, options under the Company’s ESOP exercisable to purchase up to 6,500 ADSs, representing 0.10% of the current outstanding share capital of the Company (0.07% on a fully diluted basis).
8.To approve the services agreement between the Company and Mr. Mark Germain, the vice chairman and director of the Company, attached hereto as Appendix C, to include: (1) the grant of options under the Company’s ESOP exercisable to purchase up to 130,710 ADSs, representing 2% of the current outstanding share capital of the Company (1.5% on a fully diluted basis); (2) a monthly payment of $10,000.
9.To approve the grant of indemnification and exculpation agreement letters to Mr. Isaac Devash, Dr. Morris Laster and Mr. Mark Germain, under the same terms and conditions as granted to each of the Company’s officers and directors. Copy of the indemnification and exculpation agreement letter is attached hereto as Appendix D.
10.To approve the amendment of Section 78 of the Company’s articles of association, so that the number of directors, including the external directors, to the extent applicable, shall be no less than three and no more than eleven.
|
| 2018-02-22 |
股东大会：
将于2018-03-28召开股东大会
会议内容 ▼▲
- 1.To re-elect Mr. Issac Devash as a director of the Company to hold office until the close of the third annual general shareholders meeting of the Company following the close of this Meeting;
2.To re-elect Dr. Morris C. Laster, as a director of the Company to hold office until the close of the third annual general shareholders meeting of the Company following the close of this Meeting;
3.To approve the re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm, as the independent auditors of the Company for a period ending at the close of the next annual general shareholders meeting, and to authorize the Company’s Audit Committee to approve their service fee;
4.To approve the adoption of the BiondVax Share Option Plan to employees, directors, consultants, service providers and other entities which the Board shall decide their services are considered valuable to the Company, with similar terms to the previous option plan;
5.To approve an increase in the Company’s registered share capital from 391,000,000 ordinary shares, each 0.0000001 par value (“Ordinary Shares”) to 600,000,000 ordinary shares no par value, and to amend article 11 of the Company’s articles of association accordingly.
|
| 2016-09-20 |
股东大会：
将于2016-09-29召开股东大会
会议内容 ▼▲
- 1.To reelect Ms. Michal Marom Brikman as an independent director of the Company to hold office for three years until the close of the third annual general shareholders meeting following the close of this Meeting;
2.To elect Dr. Ruth Ben Yakar as an independent director of the Company to hold office for three years until the close of the third annual general shareholders meeting following the close of this Meeting.
3.To approve the grant of indemnification and exculpation agreement letters to Ms. Michal Marom Brikman and Dr. Ruth Ben Yakar, under the same terms and conditions as granted to each of the Company's officers and directors and in accordance with the Company's compensation policy, subject to their appointment and re-appointment as directors of the Company.
4.To approve and ratify the re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm, as the independent auditors of the Company for a period ending at the close of the next annual general meeting.
5.To approve the adoption of the BiondVax Share Option Plan to employees, directors, consultants, service providers and other entities which the Board shall decide their services are considered valuable to the Company, with similar terms to the current Option Plan, and the reservation of an amount of ordinary shares equal to 6% of the issued and outstanding share capital of the Company, on a fully diluted basis.
6.To approve the extension of the service agreement between the Company and Dr. Ron Babecoff, CEO, Director and President, for an additional seven (7) years under the same terms and conditions.
7.To elect Mr. Ori Mor as a director of the Company to hold office for three years until the close of the third annual general shareholders meeting following the close of this Meeting.
|
| 2015-06-19 |
股东大会：
将于2015-07-27召开股东大会
会议内容 ▼▲
- 1.EGM Agenda
1.1.Transition to reporting under SEC regulations
Approving the Company's transition from the reporting format in accordance with Chapter F of the Israeli Securities Law, 5728 - 1968 (the "Israeli Securities Law") to the reporting format in accordance with the U.S Securities Exchange Act of 1934 (the "U.S. Securities Law"), in accordance with Chapter E3 of the Israeli Securities Law.
1.2.Proposed Compensation Terms of CEO and director Dr. Ron Babecoff
2.Information Required According to the Reports Regulations on Section 1.2 of the Agenda.
2.1.Description of the existing service agreement with Dr. Babecoff
2.2.Description of proposed compensation terms
3.Summary of Proposed Compensation Terms Considerations by Compensation Committee and the Board of Directors
3.1.Dr. Babecoff's involvement with the Company since inception contributed to the development and progress of the Company's business operations and assisted in the recent achievements, including the completion of certain clinical trials, the membership in the UNISEC consortium, the procurement of Good Manufacturing Practice standards, or cGMP, by a European qualified person approval and the successful initial public offering in the U.S. In light of these achievements, the Compensation Committee and the Board of Directors determined that the proposed compensation terms are reasonable and serve the Company's best interest.
3.2.The Compensation Committee and the Board of Directors examined the existing Service Agreement as extended and approved on January 18, 2015 and were of the opinion that Dr. Babecoff's compensation is relatively low considering his past and future efforts and contribution to the Company as CEO and in comparison to compensation terms of other CEOs of similarly situated companies.
3.3.In terms of promoting the Company's objectives, work plan and long term policy, the proposed compensation terms for Dr. Babecoff and the grant of options are reasonable and fair, given the scope of the investment and the resources that are invested and will be invested by Dr. Babecoff in his capacity as CEO and Director, in promoting the Company's objectives and expanding Company's activity.
3.4.Dr. Babecoff's knowledge and experience contributed, and will continue to contribute, to the Company's success, as Dr. Babecoff puts his best efforts, skills and professionalism into managing the Company and promoting the Company's interests.
3.5.Dr. Babecoff's terms and conditions of employment are appropriate, considering his education, skills, expertise and vast experience and noting his performance in the positions that he performs in the Company, both as CEO and as a Director, and his contributions to the Company.
3.6.The ratio between Dr. Babecoff's updated cost of employment and the average employment cost of the Company's employees is 3.39. The ratio between Dr. Babecoff cost of employment and the median cost of employment of the Company's employees is 4.30. The Compensation Committee and the Board of Directors are of the opinion that considering the nature of the Company's activity and Dr. Babecoff's position as CEO and Director, the said ratio is reasonable and will not have an adverse effect on the employment relationships in the Company.
3.7.In light of all the foregoing, and taking into account, inter alia, the Company's size, scope, complexity and the nature of its activities; the complexity of Dr. Babecoff's position and his scope of responsibility; the many achievements of Dr. Babecoff in the Company and his contribution to the Company's success (including the listing of the Company's securities on The NASDAQ Capital Market), the Compensation Committee and the Board of Directors of the Company believe that the proposed compensation terms are reasonable and fair.
4.Information required in accordance with the Offering Regulations
4.1.Name of Offeree
The Offeree is Dr. Ron Babecoff, CEO and Director of the Company. As of the date of this report, Mr. Babecoff holds 4.23% of the issued and outstanding capital of the Company and 2.33% of the issued and outstanding capital of the Company on a fully diluted basis.
4.2.Terms and conditions of the securities offered
4.2.1.It is proposed to grant, for no consideration, unregistered options exercisable to up to 5,929,503 Ordinary Shares (the "Options"), under the terms and conditions provided herein.
4.2.2.The Options will be granted to the Offeree shortly after receiving all the approvals required by law for "a private substantive offer", as defined in the Israeli Securities Law, including approval by TASE to list the Ordinary Shares deriving from the exercise of the Options (the "Exercise Shares"). Upon exercise of the Options, the Exercise Shares will be listed for trading on TASE and, commencing on the grant date, shall be equal in all rights to other Ordinary Shares. The Exercise Shares of the Company will be registered in the name of Bank Leumi Registration Company Ltd. and/or any other registration company the Company may choose to enter into an agreement with in the future.
4.2.3.The Options will vest over a period of three (3) years from the date of grant (one third at the end of each year) and all subject to the provisions of the 2005 Plan.
4.2.4.The Options will be exercisable for a term of 10 years from the Date of Grant, as defined herein (the "Exercise Period"). Options not exercised by the end of the Exercise Period shall expire, will be void and shall not entitle its owner to any right, including the right to any payment, unless the Exercise Period is extended in accordance with the 2005 Plan and pursuant to approvals required by any law. The 2005 Plan is subject to the resolutions of the Company's Board of Directors or any Committee authorized by the Board of Directors.
4.2.5.The exercise price of each Option is equal to NIS 0.74607 (USD 0.1923 per Ordinary Share, calculated according to the exchange rate reported by the Bank of Israel on May 28, 2015, which is NIS 3.88 per 1 USD) (the "Exercise Price").
4.2.6.In the event of a change of control in the Company, as defined in the 2005 Plan, ("Accelerating Event"), all then unvested Options shall automatically vest in accordance with the 2005 Plan.
4.2.7.Exercise of the Options in the event of termination of Services
Upon the scheduled expiration of the Service Agreement, the retirement or the termination of Dr. Babecoff's services with the Company (the "Termination"), the Options will expire; the Offeree may exercise the Option after such Termination in the following events:
(a)If termination is without Cause, as defined below, the Offeree will be entitled to exercise only vested Options within 90 days from the date of Termination, subject to Section 102 of the Israeli Tax Ordinance ("Section 102").
(b)In the event of death or disability which prevents the Offeree from fulfilling his obligations to the Company, the Offeree or his heirs or estate will be entitled to exercise the Options within 12 months following the date of Offeree's death or disability.
(c)In the event that prior to the Termination the Board of Directors extended the exercise period of the Options (the "New Exercise Period"), the Offeree will be entitled to exercise the Options during the New Exercise Period, for so long as the New Exercise Period is no longer than the original exercise period of the Options prior to the Termination.
In the event the Offeree's services are terminated by the Company due to: (1) Conviction of an offense involving moral turpitude or that might cause significant harm to the Company; (2) Embezzlement of Company finances; (3) Any breach of fiduciary duty or a duty of care by the Offeree, including the divulgence of the Company's confidential information; and (4) Any act or omission (except for an act or omission done in good faith) which the Company's Board of Directors believe that it mights harm the Company (the "Cause"), shall entail immediate expiration of all Options, vested and unvested, effective as of the date of such termination.
4.2.8.Transfer prohibition
The Options will not be transferrable, reassigned, used as collateral etc., except pursuant to a will or to Israeli inheritance laws. Offeree's rights in the Exercise Shares are not transferable, unless as stipulated according to the 2005 Plan.
4.2.9.Adjustments
Distribution of Bonus Shares:
In the event of distribution of share dividends, whereby the record date for such distribution is prior to the date of the exercise of the Options, the number of Ordinary Shares to which the Option holder is entitled upon exercise of Options shall be adjusted to reflect the grant of share dividends to which he would have been entitled had he exercised the Options by the record date. The Company will publish an immediate report with the adjusted exercise ratio on or prior to such record date.
Right Issuance:
In the event the Company offers securities of any kind by way of issuance of rights during the Exercise Period, the number of exercisable Ordinary Shares shall be adjusted to the number of Ordinary Shares of the Company in accordance with the ratio between the closing sales price on TASE of the Ordinary Share on the last trading day prior the record date and the initial sales price on TASE of the Ordinary Share as of the record date. This adjustment method may not be changed.
The Company will announce the adjusted exercising ratio by an immediate report before the beginning of trade on TASE on the record date.
Distribution of Dividends
No adjustment shall be made in the event of distribution of dividends.
According to TASE's guidelines, no exercise of Options will be performed on each record date or during the last trade date on TASE in the event the record date occurs on a day there is no trade on TASE.
4.2.10. Taxation
The Options will be granted under the terms of the 2005 Plan submitted to the Israeli Income Tax Authority, under the capital gains provision of Section 102 of the Income Tax Ordinance 5721-1961 (the "Income Tax Ordinance"). In accordance with Section 102, the Options will be deposited with a trustee for the benefit of Offeree, and the trustee will manage the account for the Offeree.
Any tax liability in connection with the Options shall be imposed exclusively on the Offeree. The trustee shall be responsible to deduct from the Offeree, on the effective date according to the law, all payments required by law and timely deliver such payments to the relevant tax authorities.
4.3.The Company's share price on TASE
The last reported sale price of the Company's Ordinary Shares prior to the filing of this immediate report was NIS 0.4980 (June 17, 2015) per each share.
The Exercise Price of each Option is NIS 0.74607 per each Ordinary Share. The exercise price of each Option is higher by 49.81% than the last reported sale price of the Company's Ordinary Share.
4.4.The Economic Value of the Options
The fair value of each Option, when calculated in accordance with TASE guidelines, is approximately NIS 0.37 and the total value of all Options (5,929,503 Ordinary Shares) is approximately NIS 2,249,181. The economic value of the Options is assessed using the Black & Scholes model.
The parameters used in applying the said model are as follows:
Calculation date: June 9, 2015.
Share price (in NIS) for the purpose of this calculation: NIS 0.478
Exercise Period: 10 years.
Exercise Price: NIS 0.74607
Risk-free interest rate: 0.1%.
Standard deviation: 8.59%.
Dividend yield: 0%.
4.5.Grant transaction information
4.6.Status of Offeree and of interested parties
4.7.Consideration
The Options are granted for no consideration as compensation to the Offeree's Services.
4.8.Personal interest
Dr. Babecoff, a director and a shareholder of the Company is a beneficiary of this grant and therefore holds personal interest in this matter.
4.9.Required Approvals
On May 26 and May 28, 2015, the Compensation Committee and Board of Directors, have both approved the grant of Options.
The grant of Options is subject to the approval of the EGM.
The grant of Options is subject to TASE's approval for the listing of the Exercise Shares for trade.
4.10.Names of the Directors who attended the Compensation Committee and Board of Directors meetings
4.10.1.The Compensation Committee meeting on May 26, 2015 was attended by the following committee members: Adv. Irit Ben Ami, Prof. Liora Katzenstein and CPA Michal Marom Brickman.
4.10.2. The Board of Directors meeting on May 28, 2015 was attended by: Prof. Avner Rotman, Adv. Irit Ben - Ami, Prof. Liora Katzenstein, Dr. George Lowell, Dr. Jack Rosen and CPA Michal Marom Brickman.
4.11.Agreements between the Offeree and other Company's shareholders
To the best of the Company's knowledge, there are no agreements between the Offeree and the other shareholders of the Company regarding the purchase or sale of securities or voting rights in the Company.
4.12.Restrictions applicable to the Options and Exercise Shares
To the best of the Company's knowledge, the restrictions applicable to the Exercise Shares are as follows:
Restricting provisions applicable to the Offeree under the Israeli Securities Law
Under the Israeli Securities Law and the Securities Regulations (Specifications regarding Articles 15A to 15C of the Law), 5760 - 2000 (in this Section: the "Regulations"), the following restrictions shall apply on the sale during trade of the Exercise Shares on TASE:
(1)Prohibition to offer to sell the Exercise Shares on TASE for six months from the date of grant.
(2)For six consecutive quarters from the end of the said six month term, the Offeree will be entitled to offer on each trading day on TASE, Ordinary Shares in an amount that shall not exceed the daily average volume of trade on Company's Ordinary shares on the TASE during a period of eight weeks preceding the date of said offer, provided that the Offeree does not offer during one quarter Ordinary Shares in an amount exceeding 1% of the issued and outstanding capital of the Company.
Restrictions under the Income Tax Ordinance
Options will be deposited with a trustee. The Options and Exercise Shares, as the case may be, will be held by the trustee in accordance with the provisions of Section 102 of the Income Tax Ordinance.
4.13.Grant Date
The Options will be granted immediately upon receiving all required approvals as specified in this immediate report.
5.General provisions regarding the General Meeting
5.1.The effective date
The Company hereby gives notice, in accordance with Article 182 of the Companies Law, that whoever will be a Company shareholder on June 25, 2015, will be entitled to participate in the EGM and vote therein personally or by proxy, subject to a letter of appointment or a copy thereof to the satisfaction of the Company Board of Directors, which will be deposited in the Company’s offices no later than 48 hours prior to the time scheduled for the commencement of such meeting, and subject to proving his / her / its ownership of the Ordinary Shares in accordance with the Companies Regulations (Proving Ownership of a Share for the Purpose of Voting at the General Meeting), 5760 – 2000.
5.2.Legal quorum and adjourned meeting
No business shall be transacted at any general meeting unless a legal quorum is present within half an hour from the time scheduled for its opening. The presence, in person or by proxy, of shareholders holding, solely or in the aggregate, at least 10% of the voting rights in the Company, shall constitute a legal quorum.
If within half an hour from the time scheduled for the meeting a legal quorum is not present, the meeting shall stand adjourned to the same day in the next week and it will be held in the same place and at the same time. At the adjourned meeting any number of shareholders regardless of the rate of their holding in the Company’s voting rights, shall constitute a legal quorum.
5.3.Required majority
The required majority for the purpose of approving resolution no. 1.1 of the agenda is the majority of votes of the shareholders excluding the controlling shareholders in the Company, participating in the vote, in each of the meetings of the various classes of securities6, in accordance with Article 32FF of the Israeli Securities Law.
The required majority for the purpose of approving resolution no. 1.2 of the agenda is the majority stated in Article 267A(b) of the Companies Law, i.e. a simple majority of votes of the shareholders that are present at the meeting, either in person or by proxy (or that delivered to the Company a voting ballot specifying their vote) provided that one of the following conditions is met:
(a)The number of the votes of the shareholders participating in the meeting excluding the controlling shareholders, shareholders who have a personal interest in the approval of the resolution and the abstainers, shall constitute the required majority ;
(b)The total number of opposing votes from among the shareholders mentioned in subsection (a) above does not exceed two percent of the total voting rights of the Company.
6.Company representative for handling this report:
The Company representative for handling this report is Advocate Ilan Gerzi from the office of Advocates Pearl Cohen Zedek Latzer Baratz, 1 Azrieli Center, Round Tower, 18th floor, Tel Aviv 67021; Tel. 03-6073777.
7.Review of documents:
The forms of the voting ballots as defined in Section 87 of the Companies Law can be found on the websites of the ISA and the TASE as follows: the Israel Securities Authority distribution website: http://www.magna.isa.gov.il; the Tel Aviv Stock Exchange Ltd. website: http://www.maya.tase.co.il, and also at the Company’s offices at the following address: 14 Einstein St., Ness Ziona, 74036, during regular business hours, upon prior scheduling.
Sincerely,
BiondVax Pharmaceuticals Ltd.
Signed by:
Dr. Ron Babecoff, CEO and Director
Uri Ben Or, CFO
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